Attorneys in our Health Care Practice Group have significant experience in counseling hospitals, health systems, nursing homes and other long-term care providers, private equity funds and other health care businesses with respect to health care transactions and corporate issues. In addition, in navigating the increasingly complex web of State and Federal legal and regulatory requirements and restrictions to which participants in the health care industry are subject, we are committed to a cooperative, interdisciplinary approach to complex health care matters. Attorneys in our Health Care Practice Group routinely work in collaboration with attorneys in our Corporate, Employment, Tax, Life Sciences and Litigation Practice Groups to assure compliance across disciplines. Specifically, our lawyers have extensive experience representing clients in the following areas:
Mergers, Acquisitions, Joint Ventures and Affiliations
The Health Care Practice Group has significant experience in the areas of mergers and acquisitions, joint ventures, and affiliations involving health care providers. In addition to drafting, reviewing and negotiating the definitive agreements for these types of transactions, our attorneys also have in-depth knowledge of the various regulatory restrictions applicable to health care providers. This knowledge of regulatory restrictions, as well as our excellent working relationships with State and Federal regulatory agencies, including the New Jersey Department of Health and Senior Services and the Attorney General’s office, is vital to handle the many complex transactional and regulatory issues affecting health care mergers, acquisitions, joint ventures and affiliations.
Some transactions that we have worked on include the representation of hospitals and health systems in connection with:
- Acquisitions and divestitures of hospitals.
- Mergers and acquisitions with other hospitals and health systems.
- The sale of non-core assets and service-lines (e.g., dialysis, home health, ambulance, imaging).
- Strategic affiliations with other institutions.
- Joint ventures with physicians and national companies for a variety of different service lines, including, dialysis, ambulatory surgery centers, imaging centers, radiation therapy, Cyberknife, medical oncology and others.
Over the last several years and increasingly since the passage of the Affordable Care Act, we have been working on a variety of physician alignment strategies on behalf of our clients. The trend towards delivery of care reform (e.g., ACOs), and payment reform (e.g., value-based purchasing) under Medicare and other payors has resulted in many providers seeking to establish new strategic development plans that focus on physician alignment and integration initiatives to achieve the synergies necessary to succeed under these reform measures. Increasingly, we have been involved in transactions involving the following:
- Representation of hospitals and health systems in connection with the establishment of Accountable Care Organizations and Medical Home arrangements.
- Representation of hospitals and health systems in connection with the acquisition or lease of physician practices and concurrent employment of physicians using innovative compensation models.
- Representation of hospitals in connection with the preparation of co-management agreements and other “pay-for-performance/gainsharing” arrangements with physicians for a variety of service-lines.
- Representation of hospitals in connection with joint ventures with physicians and third party vendors for new technologies/equipment (e.g., Cyberknife).
- Representation of hospitals in connection with strategic physician recruitment transactions.
Corporate Governance and Corporate Structure
We continue to advise hospitals, health systems and other health care organizations on a variety of corporate governance and corporate structure issues, including the following:
- Advising boards of trustees/boards of directors on a variety of issues involving general corporate governance, fiduciary duties and compliance program issues.
- Reviewing and restructuring the relationships among hospitals, hospital systems, and their various affiliate organizations, including reviewing and substantially re-drafting bylaws and certificates of incorporation for these entities.
- Structuring new services and joint ventures with physicians and for-profit companies to be in compliance with State and Federal anti-kickback restrictions, anti-self referral restrictions, corporate practice of medicine issues and IRS regulations for tax-exempt organizations.
- Reviewing and revising Medical Staff bylaws to achieve operational objectives and to comply with current Joint Commission standards.
General Corporate Contracts
Another strength of our corporate health care attorneys is complex contractual arrangements. On a day-to-day basis, we are asked by our clients to draft, review, and negotiate an array of contracts. This includes, without limitation:
- Professional Service Agreements, including exclusive contracts with hospital-based physician groups
- Vendor/Service Agreements, such as agreements involving physical therapy providers, sleep lab companies, wound care companies, hyperbaric chamber providers, behavioral health services, EKG companies, transportation/ ambulance companies, food services, MRI providers, equipment and supply providers, billing companies, etc.
- Physician Employment Agreements, virtually all specialties
- Physician Recruitment Agreements
- Medical Directorship Agreements
- Clinical Affiliation Agreements
- Computer Hardware and Software Agreements with Major IT Companies, and agreements involving the donation of EHR to physicians
- Transfer Agreements
- Teaching Affiliation Agreements
- Coverage Agreements
- Lease Agreements
- Financing/Loan Agreements
- Managed Care Agreements
- Physician Contracting Policies and Procedures